10. INDEMNITY

 10.1 GENERAL:

 Lessee agrees to defend, indemnify and hold harmless the
 Indemnitees, on demand and on an After-Tax Basis, from and against
 any and all Losses (regardless of when the same is made or incurred,
 whether before, during or after the Term):

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 (a) which may at any time be imposed, incurred, suffered or
 asserted, directly or indirectly as a result of or connected
 with the possession, delivery, performance, management,
 ownership or possession, registration, control, maintenance,
 condition, service, repair, overhaul, leasing, use, operation,
 modification, insurance, inspection, testing, design,
 sublease, condition or return of, or other matters relating
 to, the Aircraft, any Engine or Part (either in the air or on
 the ground) whether or not such Losses may be attributable to
 any defect in the Aircraft, any Engine or any Part, whether or
 not discoverable, or to its design, testing or use or
 otherwise, and regardless of when the same arises or whether
 it arises out of or is attributable to any act or omission,
 negligent or otherwise, of any Indemnitee or to strict
 liability; or

 (b) which without duplication of recovery arise out of any act or
 omission which invalidates or which renders voidable any of
 the Insurances; or

 (c) which without duplication of recovery may at any time be
 suffered or incurred as a consequence of (i) any design,
 article or material in the Aircraft, any Engine or any Part,
 including any defect in design and regardless of whether it is
 discoverable; or (ii) its operation or use during the Term
 hereof constituting an infringement of patent, copyright,
 trademark, design or other proprietary right; or